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1987484.v5 19 against any and all claims, actions, damages, liabilities and expenses, including reasonable attorneys’ fees and other professional fees, arising from or out of the construction, installation, operation, replacement, maintenance, repair, inspection or removal by the Owner of the Stinson Property of its drainage facilities , except to the extent that any such claims, actions, damages, liabilities, expenses or damage are caused by an Indemnitee. The Owner of the Stinson Property acknowledges and agrees that the drainage facilities located on the Doran Property shall be there at the sole risk of the Owner of the Stinson Property and Doran III shall not be liable for damage thereto, except in the event of Doran III’s gross negligence or willful misconduct. The Owner of the Stinson Property shall be responsible for the prompt satisfaction or payment of any liens for any provider of work, labor, material or services claiming by, through or under the Owner of the Stinson Property. The Owner of the Stinson Property shall also indemnify, hold harmless and defend Doran III against any such liens, including the reasonable fees of Doran III attorneys. Such liens shall be discharged by the Owner of the Stinson Property within fifteen (15) business days after notice by Doran III of filing thereof by bonding, payment or otherwise, provided that Licensee may contest, in good faith and by appropriate proceedings any such liens. Stinson acknowledge and agrees that at some time in the future, Doran III may need to develop or expand the Doran Property or construct improvements or conduct repair or maintenance operations in the area in which the Owner of the Stinson Property’s drainage facilities are located. In the event that Doran III notifies the Owner of the Stinson Property that Doran III is conducting such activities or causing such activities to be conducted, the Owner of the Stinson Property will relocate its drainage facilities to another location on the Doran Property within ninety (90) days after receipt of Doran III’s notice. The Owner of the Stinson Property may contract or subcontract any portion of work contemplated by this Agreement to any person or entity competent to perform such work. In no event shall such subcontract relieve the Owner of the Stinson Property of any of its obligations under this Agreement. Prior to commencing any such work, any person or entity contracted or subcontracted by the Owner of the Stinson Property must provide proper proof of insurance. Stinson will ensure that it’s contractors and subcontractors maintain insurance coverage as required by applicable law, and such other coverage as may be appropriate to their scope of work. Should the Owner of the Stinson Property fail to perform any obligation hereunder within fifteen (15) days after having received notice specifying the nature of such default, then Doran III shall have the right to form such obligation. Stinson shall reimburse Doran III for all costs incurred by Doran III in performing such obligations within ten (10) days of a demand therefor. 55